Nicholas F. Potter is a corporate partner, Co-Chair of the firm’s Financial Institutions Group and a member of the firm’s Mergers & Acquisitions and Capital Markets Groups. Mr. Potter’s practice focuses on corporate transactions in the insurance industry; advising insurers and reinsurers, private equity firms, investment banks, and other industry participants on public and private mergers, acquisitions, restructurings, corporate governance, regulatory issues, capital markets transactions and financings.
Mr. Potter is ranked in the top tier for Insurance: Transactional and Regulatory by Chambers USA2018, where one source says that he is “exceptional” and that he “gets the issues quickly, offers good, thoughtful advice and is very experienced,” going on to add, “when you hear a suggestion from him you can rely on it.” He is named a Leading Lawyer for Insurance: Non-Contentious by The Legal 500 US 2018 and is a member of its “Hall of Fame.” Mr. Potter is cited in The Legal 500 as an “authority on insurance M&A” who “provides instant credibility when he enters the room.” He is also listed as a leading lawyer for M&A in the IFLR1000 2017. Mr. Potter was recognized as a New York Lawyer of the Year by The Best Lawyers in America (2017). He was named “Dealmaker of the Week” by The Am Law Daily (2012) for his leading role in advising both Canadian insurance company Sun Life Financial and specialty insurer Markel Corporation in two separate transactions that were announced just days apart.
Mr. Potter’s recent articles include “The Legal 500: Insurance & Reinsurance Country Comparative Guide,” The In-House Lawyer (April, 2017); “Developments At The NAIC Spring Meeting,” Parts 1–3, Law360 (April, 2016); “Financial Buyer Participation In the Insurance Industry: An Update for 2015,” FC&S Legal (July, 2015); “NAIC 2015 Spring National Meeting,” Insurance Coverage Law Report (May/June, 2015); and “Up To 49 Percent Foreign Ownership Of Indian Insurers Is Now Law,” FC&S Legal (May, 2015).
Mr. Potter received his A.B. magna cum laude from Harvard College in 1985 and his J.D. from Harvard Law School in 1988. He is a member of the Association of the Bar of the City of New York and the American Bar Association and regularly writes and speaks on insurance industry M&A and finance topics. Mr. Potter serves as President of the Board of Directors of Poets House, Inc. He also served as the Co-Chair of the firm’s Pro Bono Committee from 2001–2012.
- U.S. Life Insurance and Annuity Transactions
- Jackson National Life Insurance in its agreements to reinsure John Hancock Life Insurance’s Group Payout Annuity business.
- Resolution Re in the reinsurance of structured settlement annuity contracts and income annuity contracts from Symetra Life Insurance Company.
- LKCM Headwater Investments in its investment in a Texas-domiciled life insurer with a sole focus on the structured settlement market.
- Prosperity Life Insurance in its sale to an investor group.
- Cornell Capital as a leading investor in the $2.05 billion acquisition of Talcott Resolution, The Hartford’s run-off life and annuity businesses.
- Resolution Life in its sale of Lincoln Benefit Life to Global Bankers Insurance Group.
- Kuvare in its acquisition of United Life Insurance Company.
- The CF Corporation and The Blackstone Group in the $1.835 billion acquisition of Fidelity & Guaranty Life.
- Wilton Re in its acquisition of Aegon Transamerica’s two largest U.S. run-off businesses.
- Sun Life Financial in its $975 million acquisition of Assurant’s Employee Benefits business.
- StanCorp Financial Group in its $5 billion sale to Meiji Yasuda Life Insurance Company.
- Morgan Stanley as financial advisor to Pan-American Life Mutual Holding Company in its merger with Mutual Trust Holding Company.
- Blackstone Group’s Tactical Opportunities Group in the acquisition of Philadelphia Financial Group from Tiptree Financial.
- Protective Life in its $5.7 billion merger with a subsidiary of Dai-ichi Life, a life insurance company listed on the Tokyo stock exchange.
- Forethought Financial in its cash merger with a subsidiary of Global Atlantic Financial Group.
- Resolution Life in its formation and initial capitalization, related to its $587 million acquisition of Lincoln Benefit Life Company from Allstate Life Insurance Company, which included reserve financing, a reinsurance facility and bank debt.
- Goldman Sachs and Global Atlantic in the separation of Goldman Sachs’ insurance and reinsurance businesses from Goldman Sachs.
- Global Atlantic in its acquisition of the life insurance business of Aviva USA.
- AXA Financial in the $1.06 billion sale of MONY Life Insurance Company and reinsurance of an in-force book of life insurance policies to Protective Life Insurance Company.
- Sun Life Financial in the $1.35 billion sale of certain of its U.S. subsidiaries.
- Prudential Financial in its acquisition of The Hartford’s Individual Life Insurance business.
- Prudential Financial in pension de-risking transactions involving the sale of group annuity contracts to the pension plans of Verizon, Motorola Solutions, Bristol-Myers Squibb and General Motors.
- Pan-American Life Insurance in its acquisition of select businesses and assets from MetLife in the Caribbean, Panama and Costa Rica.
- Harbinger Group in its $350 million acquisition of Old Mutual U.S. Life Holdings.
- Sun Life Financial and Sun Life Assurance Company of Canada in Sun Life’s sale of its life reinsurance business to Berkshire Hathaway Life Insurance Company of Nebraska.
- Protective Life Insurance Company in the $628.1 million acquisition, together with Athene Holding Ltd., of Liberty Life Insurance Company, the U.S. life insurance and annuity business of Royal Bank of Canada, and its $316 million acquisition of United Investors Life Insurance Company from Torchmark Corporation.
- Swiss Re Life & Health in its $1.3 billion U.S. individual life retrocession transaction with Berkshire Hathaway and a $1.0 billion XXX financing.
- Hannover Re in its acquisition of ING individual life reinsurance business from Scottish Re and a $500 million XXX financing.
- U.S. Property & Casualty Insurance Transactions
- Arias Holdings and 2-10 Holdco in the sale of home warranty company 2-10 Holdco to Genstar Capital.
- MAPFRE Insurance in its agreement to provide Safeco Insurance the opportunity to underwrite its personal lines policies in the states of Indiana, Kentucky and Tennessee.
- Paraline Group and ICAT in the sale of ICAT to the Schinnerer Group, a subsidiary of Marsh & McLennan Companies.
- J.P. Morgan Securities and Morgan Stanley as financial advisors to American International Group in its $3.4 billion sale of United Guaranty Corporation, the leading private mortgage insurance company in the United States, to Arch Capital Group.
- National General Insurance in its $90 million acquisition of the Lender-Placed Insurance business of QBE North America.
- Liberty Mutual in the sale of Summit Holdings Southeast and its related companies to American Financial Group.
- Bank of America Merrill Lynch as financial advisor to Nationwide Financial in its $760 million merger with Harleysville Mutual.
- Macquarie Capital as financial advisor to Erie Indemnity Company in its sale of three wholly owned property and casualty subsidiaries and shares of Erie Family Life Insurance to the Erie Insurance Exchange.
- Liberty Mutual in its $6.2 billion acquisition of Safeco Corporation.
- Liberty Mutual in its $2.7 billion acquisition of Ohio Casualty Group.
- The special committee of Tower Group’s board of directors in Tower’s $530 million acquisition of CastlePoint Holdings.
- Cerberus Capital Management in the insurance aspects of its $14 billion acquisition of GMAC and $7.4 billion acquisition of Chrysler Group and related financial services business from DaimlerChrysler.
- Cross-Border Transactions
- Japan Post Holdings in its purchase of a strategic stake of approximately 7% of outstanding common shares of Aflac.
- Canada Pension Plan Investment Board in its $1.1 billion acquisition of Ascot from American International Group.
- MBIA in the sale of its UK subsidiary to Assured Guaranty.
- Exor as insurance M&A counsel in its contested $6.9 billion acquisition of PartnerRe, a Bermuda-based reinsurance company.
- Morgan Stanley as financial advisor to Symetra Financial Corp in its $3.8 billion sale to Sumitomo Life.
- Canada Pension Plan Investment Board in its $1.8 billion acquisition of Wilton Re, a U.S. life insurance and reinsurance provider.
- Assurant in its investment in Iké Asistencia, a services assistance business with operations in Mexico and other countries in Latin America.
- Berkshire Hathaway in its $778 million acquisition of future cash flow from Caixa Bank’s life insurance portfolio.
- A subsidiary of Berkshire Hathaway in its acquisition of Hartford Life International Limited, an Irish domiciled variable annuity writer, for approximately $285 million.
- Markel Corporation in its $3.13 billion acquisition of Alterra Capital Holdings, a listed Bermuda reinsurer.
- Goldman Sachs Reinsurance Group in its acquisition of the Bermuda-based reinsurance operations of Ariel Holdings.
- Insurance Financing Representations
- Paulson & Co. in its $77.9 million purchase from Conseco of 16.4 million common shares and warrants to purchase 5.0 million common shares.
- Swiss Re Life & Health in its $1.5 billion letter of credit-based XXX financing with JP Morgan.
- Prudential Financial in the financing of AXXX and XXX reserves.
- MBIA in a $1 billion investment by Warburg Pincus and a $1.15 billion public equity offering.
- MBIA Insurance Corporation in its $1 billion surplus note offering.
- Hartford Life in a $1.4 billion letter of credit-based AXXX financing.
- Prudential Financial in its $3 billion privately placed XXX financing.
- Harvard Law School, 1988, J.D.
- Harvard University, 1985, A.B.
- New York
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